SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
ON
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 3, 1998
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(Exact name of registrant as specified in its charter)
THINK NEW IDEAS, INC.
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<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation) 000-21775 95-4578104
Delaware
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(Address of principal executive offices)
45 West 36th Street, 12th Floor, New York, New York 10018
Registrant's telephone number, including area code: (212) 629-6800
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger, dated June 2, 1998 (the
"Agreement"), THINK New Ideas, Inc. (the "Company") acquired all of the issued
and outstanding shares of capital stock of Interweb, Inc., ("Interweb"), an
Atlanta-based Internet Solutions firm, in exchange for the issuance of 600,000
shares of Common Stock of the Company and $200,000. Interweb was merged with and
into the Company upon the filing of a Certificate of Merger to be filed with the
Secretary of State of the State of Delaware and Articles of Merger to be filed
with the Secretary of State of the State of Georgia. Interweb is engaged in the
business of providing web-based solutions to Fortune 500 companies. The
Company's acquisition of Interweb will be accounted for using the purchase
method of accounting. All five member's of Interweb's management team and all of
Interweb's other employees will be retained and become part of the Company's
operating structure in Atlanta, Georgia.
The amount and nature of the consideration paid in connection with the
transactions reported herein were the result of arm's length negotiations
between the parties. No material relationships between the Company and Interweb
or any of the Company's or Interweb's affiliates, any directors or officers of
the Company or Interweb or any associate of any such director or officer existed
prior to the occurrence or consummation of the transactions reported herein.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
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ITEM.7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements.
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Financial statements of Interweb and the pro forma financial
information concerning the Company will be provided in accordance with the
instructions to this item not later than sixty (60) days from the this Form 8-K
filed by the Company on June 15, 1998.
(c) Exhibits.
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None.
Item 8. CHANGE IN FISCAL YEAR
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THINK NEW IDEAS, INC.
(Registrant)
Date: June 15, 1998 By: /s/ Melvin Epstein
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Melvin Epstein, Chief Financial Officer
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